Suraj Estate Developers Ltd Directors Report

To

The Members,

Suraj Estate Developers Limited

Your directors have pleasure in presenting the 40^th Annual Report of the Company on the business and operations of the Company, together with the Audited Financial Statements for the year ended 31^st March, 2026.

1. FINANCIAL RESULTS

The Companys performance during the financial year ended 31^st March, 2026 as compared to the previous financial year is summarised below:

PARTICULARS	CONSOLIDATED	STANDALONE
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	55,586.23	54,909.20	40,409.93	50,678.84
Other income	514.64	408.00	6,096.72	4,643.60
Total revenue	56,100.87	55,317.20	46,506.65	55,322.44
Expenses	43,526.69	41,711.24	35,823.52	42,235.10
Profit before tax	12,574.18	13,605.96	10,683.13	13,087.34
Tax expenses	3,543.65	3,590.85	2995.15	3,437.05
Profit after tax	9,030.54	10,015.11	7687.98	9,650.29
Other comprehensive income/(loss)	2.74	-5.15	9.84	-3.32
Total comprehensive income for the year	9,033.27	10,009.96	7697.82	9,646.97
Basic earnings per share	19.51	21.80	16.09	20.01
Diluted earnings per share	19.51	19.70	16.09	19.90

2. FINANCIAL PERFORMANCE:

a. Consolidated Financials

During the year under review, your Companys consolidated total revenue stood at 56,100.87 Lakhs as compared to 55,317.20 Lakhs for the previous year, and Profit before tax stood at 12,574.18 Lakhs for the year under review as compared to 13,605.96 Lakhs for the previous year and total comprehensive income stood at 9,033.28 Lakhs as compared to 10009.96 Lakhs for the previous year.

b. Standalone Financials

During the year under review, the total revenue stood at 46,506.65 Lakhs as compared to 55,322.44 Lakhs for the previous year, profit before tax stood at 10,683.13 Lakhs for the year under review as compared to 13,087.34 Lakhs for the previous year and the total comprehensive income stood at 7697.82 Lakhs as compared to 9,646.97 Lakhs for the previous year.

The detailed analysis on the state of affairs, operation of the Company and future outlook is explained in the Management discussion and analysis report forming part of the Annual Report of the Company for the year under review.

3. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES

During the under review the Company acquired the entire shareholding of HALLY PACIFIC PRIVATE LIMITED (CIN: U51900MH1992PTC068131) from its shareholders along with its wholly owned subsidiary Company.

During the under review, the Company incorporated a new wholly owned subsidiary with the name of AVLE ESTATES PRIVATE LIMITED (U51900MH1992PTC068131).

The Board of Directors of your Company has approved a Policy for determining material subsidiaries in line with the Listing Regulations. The Policy is available on the Companys website at https://surajestate. com/Investor corner/. During the under review there are no Material Subsidiaries of the Company as on 31^st March, 2026.

As on 31^st March, 2026, the Company had 6 wholly owned subsidiaries, viz.

1. Accord Estates Private Limited

2. Iconic Property Developers Private Limited

3. Skyline Realty Private Limited

4. Uditti Premises Private Limited

5. Hally Pacific Private Limited

6. Avle Estates Private Limited

A statement containing the salient features of financial statements and details of performance of the Companys subsidiaries is given in Annexure I - e-Form AOC-1.

4. NATURE OF BUSINESS

The Company is primarily engaged in the activities of Real Estate development. The Company develops residential and commercial infrastructure projects. There was no change in nature of the business of the Company, during the year under review.

5. STATE OF COMPANYS AFFAIRS Project launched

The Company has implemented a comprehensive project development strategy, focusing on both residential and commercial segments. This approach provides reasonable assurance regarding the quality and timely delivery of our developments. During the year under review the Company launched projects -

Suraj Aureva: Residential Project in Prabhadevi (Mumbai)

Suraj Aureva, a premium residential project under the value luxury segment, strategically located in the highly coveted neighborhood of Prabhadevi, SouthCentral Mumbai with a projected Gross Development Value (GDV) of 120 Crores and saleable carpet area of approximately 0.24 Lakhs sq. ft. this project is being developed under a capital-efficient redevelopment model, combining Regulations 33(7)(B), and 33(12) of DCPR 2034.

One Business Bay- Commercial Offices in Mahim (Mumbai)-

One Business Bay is a premium Grade-A commercial development, strategically located on Senapati Bapat Marg in Mumbais dynamic South-Central region. Designed by renowned architect Hafeez Contractor, it offers expansive office spaces, modern amenities, and excellent connectivity to key business hubs. The project blends functionality with sophisticated design. It also emphasizes sustainability with green initiatives and targets LEED Gold Certification. It spread across a ~3,000 sq m land parcel with a saleable area of 2.09 Lakhs sq ft and an estimated GDV of ~ 1,200 Crores. Further, the Company had also signed an MOU for acquisition of development rights of adjoining land parcel Size of Land Parcel: ~2,941 sq land parcel with a Saleable Area 1.50 Lakhs sq ft and expected GDV: 800 Crores

Suraj Park View 1- Residential Project in Shivaji Park Dadar (Mumbai) -

Suraj Park View 1, an upscale residential tower under the value luxury segment, strategically located at Shivaji Park, Dadar (West) Mumbai. With an estimated Gross Development Value (GDV) of 250 Crores and a saleable carpet area of approximately 0.53 Lakhs sq. ft., the project is being developed under a capital-efficient redevelopment model, leveraging Regulations 33(7), 33(7)B, and 33(12) of DCPR 2034.

Land Acquisition:

Ambavat Bhavan in Lower Parel with acquisition of adjacent land parcel, enhancing combined GDV to ~ 130 Crores, further the Company has acquired a prime 644 sq. meters land parcel (CS No. 178, also known as RK Mansion) at N.M. Joshi Marg, Lower Parel, Mumbai, This acquisition is proposed to merge with the adjacent upcoming project - Ambavat Bhavan, resulting in a consolidated land parcel of 1,310 sq. meters and a combined estimated saleable carpet area of 0.32 Lakhs sq. ft., with a projected GDV of 130 Crores.

Acquisition of Hally Pacific Private Limited with a potential of ~ X 200 Crores GDV project in Prabhadevi The acquired entity owns a vacant land admeasuring approximately 717.39 square meters situated at Prabhadevi, one of Mumbais established micromarkets characterized by strong demand fundamentals, excellent connectivity, and proximity to key commercial districts such as Lower Parel and Worli. The Company intends to undertake development on the said project site which an estimated sale carpet area of ~ 0.367 Lakhs sq ft with an estimated Gross Development Value (GDV) of approximately X200 Crores. The project is expected to strengthen the Companys near-to- medium term upcoming projects pipeline and further consolidate its presence in its core operating micromarket of South-Central Mumbai.

6. SHARE CAPITAL

The Company had, during the year under review, increased the Authorised Share Capital of the Company increased from 30,00,00,000/- (Rupees Thirty Crores) divided into 6,00,00,000 (Six Crores) Equity Shares of 5/- each to 34,00,00,000/- (Rupees Thirty- Four Crores Only) divided into 6,80,00,000 (Six Crores Eighty Lakhs) Equity Shares of 5/- each by creation of additional 80,00,000 (Eighty Lakhs) Equity Shares of 5/- each to facilitate further capital raising program.

During the period under review there was no change in the paid- up Share Capital of the Company. The paid -up share Capital of the Company is 23,88,66,940/- divided into 4,77,73,388 equity shares of face value of 5/- each fully paid up.

WARRANTS

During the financial year 2023-24, your Company had allotted 13,30,000 (Thirteen Lakhs Thirty Thousand) convertible warrants of INR 750 each aggregating to INR 99,75,00,000/- (Rupees Ninety-Nine Crores Seventy- Five Lakhs only) on the Preferential basis (Preferential Issue). The said Warrant had a right to convert into 1 (One) equity share of face value 5/- (Rupees Five only) at any time within the period of 18 (eighteen) months as the option of the warrant holder from the date of allotment of the said Warrants i.e. on or before April 08, 2026. The Warrant holder failed to exercise the rights attached with the Warrant within the stipulated time period and accordingly, the said warrants got lapsed and the upfront amount already paid by the warrant holder was forfeited.

7. NON-CONVERTIBLE DEBENTURES

In 2023-24 your Company raised an aggregate amount of 60 Crores by way of issue of 6,00,00,000 unlisted, secured, rated, redeemable, non-convertible debentures (NCDs) of face value of 10/-each on private placement basis, and the entire Issue proceeds were utilized towards the objects of the Issue in 2023-24.

IDBI Trusteeship Services Limited is the debenture trustee for the said non-convertible debentures issued by the Company.

During the financial year under review, the Company raised an aggregate amount of 45 Crores by way of issue of 4,50,00,000 unlisted, secured, rated, redeemable, non-convertible debentures (NCDs) of face value of 10/- each on private placement basis, and the entire Issue proceeds was utilized towards the objects of the Issue in 2025-26.

8. TRANSFER TO RESERVES

I t is not proposed to transfer any amount to reserves out of the profits earned during 2025-26.

9. DIVIDEND

To conserve the funds required for business growth plans and taking into consideration the stable performance of your Company, the Board of Directors has not recommended any dividend for the financial year ended 31^st March, 2026.

10. DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013, is not applicable.

11. DISCLOSURE W.R.T. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments have been occurred between the end of the financial year and date of this report, which could affect the Companys financial position.

12. ADEQUACY OF INTERNAL AUDIT AND FINANCIAL CONTROLS

The Company has adequate internal controls and processes in place with respect to its operations, which provide reasonable assurance regarding the reliability of the financial statements and financial reporting and also functioning of other operations. These controls and processes are driven through various policies and procedures. During the year, the review of Internal Financial Controls was carried out and the report was placed before the Audit Committee. As per the report the Controls are effective and there are no major concerns. The internal financial controls are adequate and operating effectively to ensure orderly and efficient conduct of business operations.

13. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future. There are no proceedings initiated by/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, the transactions entered into with related parties, as defined under section 2(76) of the Companies Act, 2013, were in its ordinary course of business and were on arms length basis. All the related party transactions were placed before the Audit Committee. As per the recommendation of the Audit Committee, the related party transactions were presented to the Board of Directors specifying the nature, value and terms and conditions of the transactions. The transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. The related party transactions policy is available on the website of the Company at https:// www.suraiestate.com/investor-corner/. Since the related party transactions entered by the Company were in ordinary course of business and on arms length basis, no disclosure in AOC- 2 is required to be furnished.

Kindly refer the Note No. 43.2 of the financial statements for the details with respect to transactions with related parties entered during the year under review.

15. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

Please refer to the Note 16 of the financial statements for the loans, guarantees and investments given/made by the Company as on 31^st March, 2026, which forms part of this Annual Report.

16. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014, is furnished.

17. DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014, is furnished.

18. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The Company has not implemented any Employee Stock Option Scheme or Stock Purchase Scheme.

Hence, no disclosure in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014, are required.

19. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition of the Board:

The Board of Directors of the Company comprising of Nine Directors with Two Executive Directors, Two Non-Executive Non-Independent Directors and Five Independent Directors including one Woman Independent Director. The composition of the Board of Directors meets the requirement of provisions of Regulation 17 of the Listing Regulations and Section 149 of the Act.

Please refer to the Corporate Governance Report for the details on composition of the Board and other information.

b) Change in Composition of the Board of Directors

During the year under review, below mentioned changes took place in the Board of Directors;

- Mr. Rahul Rajan Jesu Thomas (DIN 00318419) and Mrs. Sujatha R Thomas, (DIN 02492141) retired by rotation at the 39^th Annual General Meeting held on 30^th September, 2025 and were reappointed.

- Dr. Ananta Singh Raghuvanshi (DIN 02128559) was appointed as an Additional Independent Director (Women Director) of the Company. The said appointment was subsequently approved by the shareholders of the Company by way of a Postal Ballot on 03^rd December, 2025.

c) Retirement by Rotation:

Mr. Rajan Meenathakonil Thomas, (DIN 00634576) and Ms. Elizabeth Lavanya Thomas, (DIN - 09503741) Directors of the Company being longest in their respective office will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers themselves for re-appointment.

d) Key Managerial Personnel:

The Key Managerial Personnel of the Company in accordance with Regulation 2(1)(bb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations and Section 2(51) of the Companies Act, 2013 are:

Name	Designation
Mr. Rajan Meenathakonil Thomas	Chairman and Managing Director
Mr. Rahul Rajan Jesu Thomas	Whole Time Director
Mr. Shreepal Shah	Chief Financial Officer
Mr. Mukesh Gupta (from 09th May, 2025)	Company Secretary and Compliance Officer

e) Woman Director

In terms of the provisions of Section 149 of the Act and Regulation 17(1)(a) of Listing Regulations, the Company has woman director on the Board.

The Company has appointed Dr. Ananta Singh Raghuvanshi (DIN 02128559) as an Independent Woman Director on the Board.

f) Declaration by Independent Directors and statement on compliance with the code of conduct

The Company has received necessary declarations from all the independent directors in compliance of Section 149 (7) of the Companies Act, 2013. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and the Code of Conduct for Directors and senior management personnel formulated by the Company.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise, experience and proficiency required to fulfill their duties as Independent Directors.

g) Re-appointment of Chairman and Managing Director of the Company (DIN 00634576)

The present term of Mr. Rajan Meenathakonil Thomas, Chairman and Managing Director of the Company (DIN 00634576) is due to expire on 30^th September 2026.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on

14^th August, 2026 has approved, subject to the approval of the Members, the re-appointment of Mr. Rajan Meenathakonil Thomas as the Executive Chairman and Managing Director of the Company for a further term of five (5) years commencing from 01^st October, 2026 up to 30^th September 2031, on such terms and conditions, including remuneration, as approved by the Board, in accordance with the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013, read with Schedule V thereto, the applicable Rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and subject to such approvals as may be required.

h) Re-appointment of Mr. Rahul Rajan Jesu Thomas, (DIN 00318419) a Whole-Time Director of the Company

The present term of Mr. Rahul Rajan Jesu Thomas, (DIN 00318419) as the Whole-time Director of the Company is due to expire on 30^th November, 2026.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 14^th August, 2026 has approved, subject to the approval of the Members, the re-appointment of Mr. Rahul Thomas as the Whole-time Director of the Company for a further term of five (5) years commencing from 01^st December, 2026 up to 30^th November, 2031, on such terms and conditions, including remuneration, as approved by the Board, in accordance with the provisions of Sections 196, 197, 198 and other applicable provisions of the Companies Act, 2013, read with Schedule V thereto, the applicable Rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and subject to such other approvals as may be required.

21. NOMINATION & REMUNERATION POLICY

The Nomination and Remuneration Committee has formulated the Nomination and Remuneration Policy which sets out the criteria for determining qualifications, positive attributes and independence of Directors. It also lays down criteria for determining qualifications, positive attributes of KMPs and senior management and other matters provided under Section 178(3) of the Act and Listing Regulations. The Nomination and

Remuneration Policy of the Company as approved and adopted by the Board is available on the website of the Company at: https://suraiestate.com/Investor corner/

The policy is in compliance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) regulations. The policy covers the following:

1. Objectives, composition and responsibilities of the Nomination and Remuneration Committee

2. Guidelines for NRC on appointment and removal of directors/KMP and senior management

3. Fit and proper criteria to determine the suitability of the person for appointment/continuing to hold appointment as a Director on the Board of the Company.

4. Criteria for independence - for directors to be appointed as independent directors on board of the Company.

5. Criteria to be considered while appointing KMP senior management personnel

6. Removal of a director, KMP or senior management

7. Remuneration of directors, key managerial personnel and senior management

8. Evaluation of performance of the Directors and the overall Board broadly on the basis of the laid- out criteria.

9. Criteria for review of the policy due to change in regulations or as may be felt appropriate by the Committee subject to the approval of the Board of Directors.

22. BOARD MEETING

During the Financial Year 2025-26, the Board of Directors met Six (06) times on 09^th May, 2025, 27^th May, 2025, 25^th July, 2025, 03^rd September, 2025, 27^th October, 2025 and 28^th January, 2026.

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on 28^th January, 2026, and the Directors reviewed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the Listing Regulations.

23. COMMITTEES OF BOARD

The Board of Directors of the Company has constituted Committees, viz. Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Corporate Social Responsibility Committee, the Stakeholders Relationship Committee.

The details with respect to the composition, powers, roles, terms of reference, Meetings held, and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

23. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the Corporate Social Responsibility Committee (CSR Committee) in the year 2022, and the composition and function thereof are mentioned in the Corporate Governance Report.

The Board has adopted the CSR Policy, formulated and recommended by the CSR Committee, and the same is available on the website of the Company at https:// surajestate.com/Investor corner/.

The detailed information report on the CSR policy and the CSR projects undertaken during the Financial Year 2025-26 is given in the Annexure II- ‘Annual Report on CSR Activities.

24. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2026, the Board of Directors hereby confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, wherever applicable;

(b) such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026 and of the profits of the Company for the year ended on that date;

(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

25. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

I n compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of Company at https:// suraiestate.com/Investor corner/.

26. FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Auditors of the Company.

27. RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk- reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures The Risk Management Policy is disclosed on the website of Company at https:// surajestate.com/Investor corner/.

28. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review, the said evaluation had been carried out. The details of the performance evaluation of Directors, Committee, and Board are given in the Report on Corporate Governance of the Company, which forms part of this Annual Report.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure III & Annexure IV attached herewith and forms part of this Annual Report.

30. PAYMENT OF REMUNERATION/COMMISSION TO EXECUTIVE DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES

Neither of the Managing Director nor the Whole Time Director of the Company is in receipt of remuneration/ commission from any subsidiary company of the Company. The Company has no holding company.

31. AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under

(a) Appointment of Statutory Auditors

The members of the Company at the 37^th Annual General Meeting held on 25^th September, 2023 appointed M/s SKLR & Co. LLP, Chartered Accountants (Firm registration No. W100362) as the Statutory Auditors of the Company to hold office for the first term of 5 consecutive years i.e. from the conclusion of the 37^th Annual General Meeting till the conclusion of the 42^nd Annual General Meeting to be held in the year 2028.

(b) Observation of Statutory Auditors on Financial Statements for the year ended 31^st March, 2026

The auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

(c) Secretarial Audit Report for the year ended 31^st March, 2026

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for 2025-26 carried out by M/s. Rathi & Associates Company Secretaries, in Annexure V - ‘Form MR-3 forms part to this Annual report. The said report does not contain any adverse observation or qualification or modified opinion.

(d) Cost Auditors

In respect of 2025-26, your Company is required to maintain cost records as specified by the

Central Government under Section 148(1) of the Companies Act, 2013 for the Construction industry, and accordingly such accounts and records are made and maintained by your Company. The said cost accounts and records are also required to be audited pursuant to the provisions of Section 148 of the Companies Act, 2013, read with notifications/circulars issued by the Ministry of Corporate Affairs from time to time, and accordingly as per the recommendation of the Audit Committee, the Board of Directors has appointed Mr. Ankit Kishor Chande, Cost Accountants, (Membership No: 34051) as the Cost Auditor of the Company for 2026-27.

In respect of 2026-27, the Board based on the recommendation of the Audit Committee has approved the reappointment of Mr. Ankit kishor Chande, Cost Accountants, as the cost auditors of the Company. The resolution for ratification of the remuneration to be paid for the said appointment for 2026-27 is included in the notice of the ensuing Annual General Meeting

32. OTHER DISCLOSURES

Other disclosure as per provisions of Section 134 of the

Companies Act, 2013 read with Companies (Accounts)

Rules, 2014 are furnished as under

A. Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2026 is available on the website of the Company at https://suraiestate.com/Investor corner/.

B. Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated by/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

C. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

D. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Technology Absorption, Conservation of Energy, Foreign Exchange Earnings and Outgo The provisions of Section 134(3)(m) of the Companies

Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to your Company. However, your Company has been taking steps at all times for the conservation of energy

E. Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings - Nil Foreign Exchange Outgo - 36,70,026.73/-

F. Compliance with Secretarial Standards

The Company is in compliance with the mandatory Secretarial Standards.

G. Service of documents through electronic means

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided except the information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided on request. For more details please refer to Annexure IV. A member shall be entitled to request for physical copy of any such documents.

H. Internal Complaint Committee

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee ("ICC") as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was filed with the ICC under the provisions of the said Act. There were no complaints outstanding as on 31^st March, 2026.

I. Corporate Governance

The Corporate Governance report pursuant to regulation 34 of the Listing Regulations for the year under review and a certificate from M/s Rathi & Associates., Practicing Company Secretary, our secretarial auditor, confirming compliance with conditions of Corporate Governance is annexed as Annexure VI and Annexure VII to this Annual Report.

J. Management Discussion and Analysis Report

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

K. Business Responsibility and Sustainability Reporting

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the Market Capitalisation as on 31^st December, 2024, the Company being ranked at 932. Accordingly, Business Responsibility and Sustainability Reporting for the Financial year 2025-26 forms part of the Annual Report and is annexed as Annexure. VIII

L. Dividend Distribution Policy

I n compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy formulated by the Company is available on the website of the Company at https://surajestate. com/Investor corner/.

M. Compliance of the provisions relating to the Maternity Benefit Act, 1961:

The Company is in compliance with respect to the provisions relating to Maternity Benefit Act, 1961.

N. Unclaimed and Unpaid Dividends, and transfer of shares to IEPF

Kindly refer section on Corporate Governance, under head Unclaimed and Unpaid Dividends, and transfer to Shares of IEPF for the amounts of unclaimed and unpaid dividends lying with the Company. Members who have not yet received/ claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agent of the Company. Pursuant to

Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund (IEPF) in accordance with the procedure prescribed in the Rules.

33. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.